Result of Extraordinary General Meeting 14 October 2019

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2. More than 75% of the members entitled to vote have voted. A quorum has been reached.

3. All votes were in favour of all the motions before the EGM. There were no abstentions and no votes against.

4. All motions are therefore carried.

David Gordon

Legal Advisor to IPWSO

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Notice of Extraordinary General Meeting (2019 EGM)

Of the International Prader-Willi Syndrome Organisation

Date: October 14, 2019

Time: 19.00 UTC (20.00 Hours British Summer Time)

Venue: Online – Skype

Voting Procedure: One vote per Member - By email to ipwso2019@gmail.com no later than 20.00 hours UTC October 12, 2019 in accordance with Article 7.7.

Attendance at EGM to be notified to Vice-President by 2400 hours October 7, 2019 with Skype call details (one attendee per Member). Attendance on the call is not compulsory as the President and Board will convene the meeting. A quorum will be established by the votes of Members received as set out in the Voting Procedure.

Business:

To Waive the Notice period of 90 days required for the EGM under Article 7 and to accept a period of 30 days’ notice given on September 14, 2019 as valid notice.

To Vote on the Resolutions in the Attached Schedule.

Notes:

Members’ attention is drawn to the President’s letter and the Explanatory Memorandum accompanying this Notice.

Resolution 4 requires agreement by three-quarters of all voting Members. All other resolutions require a simple majority of voting Members with the President having a casting vote in accordance with Article 7 read with Article 12.

Paid-up Members are Members entitled to attend and vote at the EGM in accordance with Article 7.10. A list of such Members is attached. Any Member wishing to attend and vote who has not qualified as a fully paid-up Member, may qualify to attend and vote by becoming a fully-paid up member no later than September 30, 2019 having given notice to the Vice-President.

Notice of Extraordinary General Assembly (2019 EGM)

International Prader-Willi Syndrome Organisation

Charitable Incorporated Organisation

Number: 1182873

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Date: 14 October 2019

Time: 20.00 Hours UTC

Venue: Online – Skype

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Voting Procedure:

One vote per Member - By email to ipwso2019@gmail.com no later than 20.00 hours UTC October 12, 2019 in accordance with Clause 11.9. Any votes received after this time/date or not complying with the voting procedure will not be valid.

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Attendance at EGM to be notified to Vice-President by 24.00 hours October 7, 2019 with Skype call

details (one attendee per Member).

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Business:

A) To Waive the Notice period of 90 days required for the EGM under Article 11 and to accept a

period of 30 days’ notice given on 14 September 2019 as valid notice.

B) To Vote on the Resolutions in the Attached Schedule.

C) Members may propose any additional business by Notice to the Secretary by September 30,

2019.

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Notes:

1. Members’ attention is drawn to the President’s letter and the Explanatory Memorandum

accompanying this Notice.

2. For the Resolutions to be passed:

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a. 90% of Members must vote in favour of Resolution 1 in accordance with Clause 11.3.2.

b. 75% of Members must vote in favour of Resolution 2.

c. 50% of Members must vote in favour of Resolution 3.

Memorandum from President

Incorporated IPWSO was incorporated in England as a Charitable Incorporated Organisation (CIO) on April 9, 2019 with all existing Members of the existing IPWSO (“Current IPWSO”) as Members. Incorporated IPWSO is in this Memorandum referred to as IPWSO-CIO. A copy of the Constitution of IPWSO-CIO accompanies the papers for this Extraordinary General

Meeting of IPWSO-CIO.

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2.

The Constitution is in a form specified by the Charity Commission of England and we had

very little scope to vary that form. However, it is in all important respects operationally the

same as Current IPWSO’s Statute. Members will recall that approval for the formation and

registration of an incorporated charity was given at the 2016 General Meeting in Toronto,

Canada.

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3.

We have however, identified that Clauses 12.3 and 13 do not sufficiently reflect the

composition of the IPWSO Board. We are able to further customise these clauses and the

purpose of the Amendments attached do this. They also provide some further flexibility for

the IPWSO Board in the long-term. These can be found in the inclusion of:

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a.

Provisions to enable the Board to co-opt two (2) members in addition to the elected

President and 9 elected Board members. Co-option is likely to be used only in certain

exceptional circumstances where the particular abilities of an identified person are

required by the Board or in the wider interests of IPWSO for a defined period.

b.

A formal role for a short period for the Past President, which is something that has

been proposed on a number of occasions and has always been in effect on an

informal basis.

c.

Further refinement of how election of our Board operates.

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4.

It is also necessary now to transfer the money, other assets and operations of Current IPWSO

to IPWSO-CIO and the further Resolution gives effect to this by accepting the transfer as a

donation from Current IPWSO. See the section below on Current IPWSO.

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5.

From November 1, 2019, all operations of IPWSO will be under IPWSO-CIO although the

process by its nature needs to be gradual. Members who pay their annual fees after 1

November 2019 will be given new UK bank details for those payments.

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6.

The General Meeting on November 17, 2019 in Havana, Cuba will be the first General

Meeting of IPWSO-CIO and the Board elected at the General Meeting will be the first Board

of IPWSO-CIO. Details of the nominees for the new Board will be circulated separately in

accordance with timing for the General Meeting.

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CURRENT IPWSO

1.

We have continued to operate as IPWSO under the current IPWSO Statutes and website. This

has been necessary in order not to have an interruption of our services and preparations for

the Conference in November in Cuba. However, it is now time for us to move our operations

to IPWSO-CIO and to close Current IPWSO.

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2.

The proposal now is to transfer all the money, other assets and all operations of Current

IPWSO to IPWSO-CIO. The process needs to be gradual as we need to continue to prepare

for the Havana Conference in November and in particular to make payments on account of

that. We also need to fund our ongoing operations during the transfer process.

3.

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We have thus proposed that:

a.

Current IPWSO transfer by way of donation all its assets and operations to IPWSO-

CIO; and

b.

The transfer take place commencing no later than November 1, 2019 and be

completed by December 31, 2019.

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4.

We also now need to authorise the dissolution of Current IPWSO once the transfer of assets

and operations is complete. We thus propose the dissolution be effective as of December

31, 2019.

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5.

Given the technical nature of these changes, as they were approved in principle at the

general meeting in 2016, we did not wish to burden the General Meeting in Havana on

November 17, 2019, with the necessary Resolutions. To do so would have required a much

lengthier meeting. We therefore seek approval for the necessary Resolutions of Current

IPWSO and IPWSO-CIO by two EGMs and voting by email.

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6.

Members who have specific questions on the process or content of the Resolutions are

Resolutions of International Prader-Willi Syndrome Organisation ("Currrent IPWSO") (Existing Charity) taken at an Extra Ordinary General Meeting "EGM" in accordance with Article 7 of the Statutes dated October 14, 2019